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MT MALCOLM MINES NL — Capital/Financing Update 2023
May 14, 2023
65280_rns_2023-05-14_43a90061-d8ff-4b79-819c-53198c6bdacc.pdf
Capital/Financing Update
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Proposed issue of securities
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Update Summary
Entity name
MT MALCOLM MINES NL
Announcement Type
Update to previous announcement
Date of this announcement
15/5/2023
Reason for update to a previous announcement
Clarification of treatment of fractional entitlements (Part 3B) to align with Offer Document, being rounded up to the nearest whole number and the Timetable (Part 3C) as it relates to the issue date of New Shares (20 June 2023 instead of 19 June 2023) and accordingly the date trading commences for the New Shares (21 June 2023 instead of 20 June 2023).
Refer to next page for full details of the announcement
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Part 1 - Entity and announcement details
1.1 Name of +Entity
MT MALCOLM MINES NL
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type Registration Number ACN 646466435
1.3 ASX issuer code
M2M
1.4 The announcement is
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Update/amendment to previous announcement
1.4a Reason for update to a previous announcement
Clarification of treatment of fractional entitlements (Part 3B) to align with Offer Document, being rounded up to the nearest whole number and the Timetable (Part 3C) as it relates to the issue date of New Shares (20 June 2023 instead of 19 June 2023) and accordingly the date trading commences for the New Shares (21 June 2023 instead of 20 June 2023).
1.4b Date of previous announcement to this update
15/5/2023
1.5 Date of this announcement
15/5/2023
1.6 The Proposed issue is:
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A standard +pro rata issue (non-renounceable or renounceable)
1.6a The proposed standard +pro rata issue is:
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- Non-renounceable
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Part 3 - Details of proposed entitlement offer issue
Part 3A - Conditions
3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No
Part 3B - Offer details
Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued
ASX +security code and description
M2M : ORDINARY FULLY PAID
Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class
Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No
Details of +securities proposed to be issued
ASX +security code and description M2M : ORDINARY FULLY PAID
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)
Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)
The quantity of additional +securities For a given quantity of +securities to be issued held
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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions of 0.5 or more rounded up 42,426,001
Offer price details for retail security holders
In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.03000
Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?
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Yes
Describe the limits on over-subscription
The Board presently intends to allocate Shortfall Shares in priority to (a) Eligible Shareholders who apply for an excess of their full Entitlement, so long as the issue of Shortfall Shares to that Eligible Shareholder would not take their voting power to in excess of 19.99%; and then (b) to other parties identified by the Directors, which may include parties who are not currently Shareholders.
Will a scale back be applied if the offer is over-subscribed?
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Yes
Describe the scale back arrangements
Shortfall Shares will be allocated to Eligible Shareholders who apply for the Shortfall Shares then to other parties identified by the Directors, which may include parties who are not currently Shareholders.
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
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Yes
Part 3C - Timetable
3C.1 +Record date
18/5/2023
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3C.2 Ex date
17/5/2023
3C.4 Record date 18/5/2023
3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 19/5/2023
3C.6 Offer closing date
16/6/2023
3C.7 Last day to extend the offer closing date 13/6/2023
3C.9 Trading in new +securities commences on a deferred settlement basis
19/6/2023
3C.11 +Issue date and last day for entity to announce results of +pro rata issue 20/6/2023
3C.12 Date trading starts on a normal T+2 basis
21/6/2023
3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis
23/6/2023
Part 3E - Fees and expenses
3E.1 Will there be a lead manager or broker to the proposed offer? No
3E.2 Is the proposed offer to be underwritten? No
3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No
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3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
Apart from the cost associated with printing and dispatch of the Offer Document and legal fees (at standard commercial rates), there are no other material fees or costs noted.
Part 3F - Further Information
3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
Funds raised will be used on the next phase of growth and systematic exploration work at Calypso and further work streams designed to evaluate critical minerals occurrences identified at the Company's projects, and for general working capital purposes.
3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?
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No
3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No
3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue
All countries with the exception of Australia and New Zealand.
3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities
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Yes
3F.5a Please provide further details of the offer to eligible beneficiaries
Nominees and custodians should note that the Offer is available only to Eligible Shareholders. The Company is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of securities. Where any nominee or custodian is acting on behalf of a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Offer is compatible with applicable foreign laws.
3F.6 URL on the entity's website where investors can download information about the proposed issue
www.mtmalcom.com.au
3F.7 Any other information the entity wishes to provide about the proposed issue
None.
3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No
3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)
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